UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
| GOGO INC. |
(Name of Issuer)
| COMMON STOCK, $0.0001 PAR VALUE PER SHARE |
(Title of Class of Securities)
| 380446C 10 9 |
(CUSIP Number)
Thorndale Farm, LLC 59 Front Street Millbrook, New York 12545 (845) 704-0845 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| August 13, 2014 |
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 380446C 10 9 | 13D/A |
| 1 | Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons (entities only)
Thorndale Farm, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
Not applicable. | |||||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
State of Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
— | ||||
| 8 | Shared Voting Power
13,151,248 | |||||
| 9 | Sole Dispositive Power
— | |||||
| 10 | Shared Dispositive Power
13,151,248 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,151,248 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
15.44% | |||||
14 | Type of Reporting Person (See Instructions)
OO | |||||
2
| CUSIP No. 380446C 10 9 | 13D/A |
| 1 | Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons (entities only)
Oakleigh Thorne | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
— | ||||
| 8 | Shared Voting Power
24,887,209 | |||||
| 9 | Sole Dispositive Power
— | |||||
| 10 | Shared Dispositive Power
24,887,209 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,887,209 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
| |||||
13 | Percent of Class Represented by Amount in Row (11)
29.21% | |||||
14 | Type of Reporting Person (See Instructions)
IN | |||||
3
| CUSIP No. 380446C 10 9 | 13D/A |
| 1 | Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons (entities only)
OTAC (Thorne) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
Not applicable. | |||||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
State of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
— | ||||
| 8 | Shared Voting Power
11,596,425 | |||||
| 9 | Sole Dispositive Power
— | |||||
| 10 | Shared Dispositive Power
11,596,425 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,596,425 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
13.61% | |||||
14 | Type of Reporting Person (See Instructions)
OO | |||||
4
| CUSIP No. 380446C 10 9 | 13D/A |
| 1 | Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons (entities only)
TACA (Thorne) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
State of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
5,833,425 | ||||
| 8 | Shared Voting Power
— | |||||
| 9 | Sole Dispositive Power
— | |||||
| 10 | Shared Dispositive Power
5,833,425 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,833,425 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
6.85% | |||||
14 | Type of Reporting Person (See Instructions)
OO | |||||
5
| CUSIP No. 380446C 10 9 | 13D/A |
| 1 | Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons (entities only)
TACA II (Thorne) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
State of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
5,763,000 | ||||
| 8 | Shared Voting Power
— | |||||
| 9 | Sole Dispositive Power
— | |||||
| 10 | Shared Dispositive Power
5,763,000 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,763,000 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
6.76% | |||||
14 | Type of Reporting Person (See Instructions)
OO | |||||
6
| CUSIP No. 380446C 10 9 | 13D/A |
| 1 | Names of Reporting Persons / I.R.S. Identification Nos. of Above Persons (entities only)
OAP, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
Not applicable. | |||||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
State of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
— | ||||
| 8 | Shared Voting Power
139,536 | |||||
| 9 | Sole Dispositive Power
— | |||||
| 10 | Shared Dispositive Power
139,536 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
139,536 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.16% | |||||
14 | Type of Reporting Person (See Instructions)
OO | |||||
7
| Item 1. | Security and Issuer. |
This Amendment No. 2 to Schedule 13D is being filed by the Reporting Persons to amend and supplement the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2013, as amended on May 16, 2014 (as amended, the “Schedule 13D”). Unless set forth below, all previous Items set forth in the Schedule 13D remain unchanged. Capitalized terms used herein and not defined have the meanings given to them in the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as set forth below:
| (a) | This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): |
(i) Thorndale Farm, LLC, an Illinois limited liability company, by virtue of the dispositive authority granted under the Amended and Restated Master Service Agreement described under Item 6 of the Schedule 13D (the “Service Agreement”), for the management of the investments of (x) the Caroline A. Wamsler Trust created under the Honore T. Wamsler September 11, 1984 Trust, the Irene W. Banning Trust created under the Honore T. Wamsler September 11, 1984 Trust, the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76, the Pauline W. Joerger Trust created under the Honore T. Wamsler September 11, 1984 Trust, the Trust Under Will of O.L. Thorne FBO Charlotte T. Bordeaux, the Trust Under Will of O.L. Thorne FBO Oakleigh B. Thorne, the Oakleigh L. Thorne Trust Under Agreement FBO Oakleigh B. Thorne, the Oakleigh L. Thorne Trust Under Agreement FBO Charlotte T. Bordeaux, the Oakleigh B. Thorne Dynasty Trust 2011, the Charlotte Bordeaux Dynasty Trust 2011, the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, the Oakleigh Thorne GST Trust III, the Eliza Thorne Blue Revocable Trust, the Jonathan Thorne Revocable Trust, the Oakleigh B. Thorne August 20142-Year Annuity Trust, the Oakleigh B. Thorne May 2014 2-Year Annuity Trust, the Oakleigh B. Thorne November 2013 3-Year Annuity Trust, the Oakleigh B. Thorne 2013 2-Year Annuity Trust, the Oakleigh B. Thorne September 2012 2-Year Annuity Trust, the Harrison K. Thorne 2012 Trust, the Jonathan Edwin Thorne 2010 Trust, the Estella Blue 2006 Trust, the Matilda Blue 2007 Trust, the Thorne ALT 1995 Trust, the Thorne MET 1995 Trust, the Thorne OHT 1995 Trust, the Thorne KFT 1997 Trust, the Eliza Alley 2012 Trust, the Jennifer Honore Carr 2005 Trust, the Brett Andrew Carr 2007 Trust, the Aidan N. Birdsall 2010 Trust, the Ava K. Birdsall 2012 Trust, the IWG Thorne 97 Trust, the DGG Thorne 97 Trust, the ECG Thorne 97 Trust, the Emilynn Skye Pinkham 2007 Trust, the Wilhelmina E. Pinkham 2011 Trust, the Waylon Kane Pinkham 2013 Trust, the Lyman Alton Pinkham 2010 Trust, the NCT Thorne 97 Trust, the FT Thorne 97 Trust, the TAT Thorne 97 Trust, the EF Thorne 97 Trust and the Irene W. Banning Trust FBO Karl Banning; and (y) the following individuals: Irene Banning, Pauline Joerger and Henry F. Thorne;
(ii) Oakleigh Thorne, a citizen of the United States, by virtue of being (u) the beneficiary of the Oakleigh B. Thorne August 20142-Year Annuity Trust, the Oakleigh B. Thorne May 20142-Year Annuity Trust, the Oakleigh B. Thorne November 2013 3-Year Annuity Trust, the Oakleigh B. Thorne 2013 2-Year Annuity Trust and the Oakleigh B. Thorne September 2012 2-Year Annuity Trust; (v) co-trustee of the Caroline A. Wamsler Trust created under the Honore T. Wamsler September 11, 1984 Trust, the Irene W. Banning Trust created under the Honore T. Wamsler September 11, 1984 Trust, the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76, the Pauline W. Joerger Trust created under the Honore T. Wamsler September 11, 1984
8
Trust, the Trust Under Will of O.L. Thorne FBO Charlotte T. Bordeaux, the Trust Under Will of O.L. Thorne FBO Oakleigh B. Thorne, the Oakleigh L. Thorne Trust Under Agreement FBO Oakleigh B. Thorne, the Oakleigh L. Thorne Trust Under Agreement FBO Charlotte T. Bordeaux, the Oakleigh B. Thorne Dynasty Trust 2011 and the Charlotte Bordeaux Dynasty Trust 2011; (w) trustee of the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, the Thorne OHT 1995 Trust, the Thorne KFT 1997 Trust, the Eliza Alley 2012 Trust, the Jennifer Honore Carr 2005 Trust, the Brett Andrew Carr 2007 Trust, the Aidan N. Birdsall 2010 Trust, the Ava K. Birdsall 2012 Trust, the IWG Thorne 97 Trust, the DGG Thorne 97 Trust, the ECG Thorne 97 Trust, the Emilynn Skye Pinkham 2007 Trust, the Wilhelmina E. Pinkham 2011 Trust, the Waylon Kane Pinkham 2013 Trust, the Lyman Alton Pinkham 2010 Trust, the NCT Thorne 97 Trust, the FT Thorne 97 Trust, the TAT Thorne 97 Trust, the EF Thorne 97 Trust and the Irene W. Banning Trust FBO Karl Banning; (x) chief executive officer of Thorndale Farm, LLC; (y) the manager and sole member of OTAC (Thorne) LLC, OTAC (Thorne) LLC is the managing member of TACA (Thorne) LLC (“TACA”) and TACA II (Thorne) LLC (“TACA II”); and (z) the managing member of OAP, LLC (“OAP”);
(iii) OTAC (Thorne) LLC, a Delaware limited liability company, by virtue of being the managing member of TACA and TACA II;
(iv) TACA, a Delaware limited liability company, by virtue of its direct beneficial ownership of Common Stock;
(v) TACA II, a Delaware limited liability company, by virtue of its direct beneficial ownership of Common Stock; and
(vi) OAP, a Delaware limited liability company, by virtue of its direct ownership of Common Stock.
The persons named in (i) through (vi) above are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.”
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person.
The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.
Set forth inAnnex A attached hereto is a listing of the directors, executive officers, members, general partners and controlling persons, as applicable, of each Reporting Person (collectively, the “Covered Persons”).Annex A is incorporated herein by reference.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On August 13, 2014 and August 14, 2014, certain Reporting Persons acquired an aggregate of 34,755 shares of Common Stock in the open market using personal funds.
9
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety as set forth below:
| (a) | and (b) |
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
In the aggregate, the Reporting Persons beneficially own, as of the date hereof, an aggregate of 24,887,209 shares of Common Stock.
The shares of Common Stock are directly held as follows: 203,221 shares are held by the Oakleigh B. Thorne August 2014 2-Year Annuity Trust, 161,555 shares are held by the Oakleigh B. Thorne May 2014 2-Year Annuity Trust, 68,248 shares are held by the Oakleigh B. Thorne November 2013 3-Year Annuity Trust, 143,340 shares are held by the Oakleigh B. Thorne 2013 2-Year Annuity Trust, 220,827 shares are held by the Oakleigh B. Thorne September 2012 2-Year Annuity Trust, 420,314 shares are held by the Caroline A. Wamsler Trust created under the Honore T. Wamsler September 11, 1984 Trust, 417,372 shares are held by the Irene W. Banning Trust created under the Honore T. Wamsler September 11, 1984 Trust, 1,231,791 shares are held by the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76, 386,423 shares are held by the Pauline W. Joerger Trust created under the Honore T. Wamsler September 11, 1984 Trust, 2,844,744 shares are held by the Trust Under Will of O.L. Thorne FBO Charlotte T. Bordeaux, 2,457,745 shares held by the Trust Under Will of O.L. Thorne FBO Oakleigh B. Thorne, 973,169 shares are held by the Oakleigh L. Thorne Trust Under Agreement FBO Oakleigh B. Thorne, 1,103,607 shares are held by the Oakleigh L. Thorne Trust Under Agreement FBO Charlotte T. Bordeaux, 639,461 shares are held by the Oakleigh B. Thorne Dynasty Trust 2011, 259,522 shares are held by the Charlotte Bordeaux Dynasty Trust 2011, 808,838 shares are held by the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, 9,966 shares are held by Irene Banning, 33,891 shares are held by Pauline Joerger, 143,266 shares are held by the Oakleigh Thorne GST Trust III, 157,243 shares are held by the Eliza Thorne Blue Revocable Trust, 139,047 shares are held by Henry F. Thorne, 228,422 shares are held by the Jonathan Thorne Revocable Trust, 1,368 shares are held by the Harrison K. Thorne 2012 Trust, 2,665 shares are held by the Jonathan Edwin Thorne 2010 Trust, 4,972 shares are held by the Estella Blue 2006 Trust, 4,531 shares are held by the Matilda Blue 2007 Trust, 11,302 shares are held by the Thorne ALT 1995 Trust, 11,647 shares are held by the Thorne MET 1995 Trust, 12,682 shares are held by the Thorne OHT 1995 Trust, 8,617 shares are held by the Thorne KFT 1997 Trust, 612 shares are held by the Eliza Alley 2012 Trust, 3,858 shares are held by the Jennifer Honore Carr 2005 Trust, 2,707 shares are held by the Brett Andrew Carr 2007 Trust, 1,749 shares are held by the Aidan N. Birdsall 2010 Trust, 765 shares are held by the Ava K. Birdsall 2012 Trust, 6,665 shares are held by the IWG Thorne 97 Trust, 3,714 shares are held by the DGG Thorne 97 Trust, 594 shares are held by the ECG Thorne 97 Trust, 2,557 shares are held by the Emilynn Skye Pinkham 2007 Trust, 1,223 shares are held by the Wilhelmina E. Pinkham 2011 Trust, 317 shares are held by the Waylon Kane Pinkham 2013 Trust, 1,725 shares are held by the Lyman Alton Pinkham 2010 Trust, 6,440 shares are held by the NCT Thorne 97 Trust, 780 shares are held by the FT Thorne 97 Trust, 3,714 shares are held by the TAT Thorne 97 Trust, 1,783 shares are held by the EF Thorne 97 Trust and 2,249 shares are held by the Irene W. Banning Trust FBO Karl Banning, and 5,833,425 shares are held by TACA, 5,763,000 shares are held by TACA II Thorne LLC and 139,536 shares are held by OAP.
Mr. Thorne is the beneficiary of each of the Oakleigh B. Thorne August 20142-Year Annuity Trust, the Oakleigh B. Thorne May 2014 2-Year Annuity Trust, the Oakleigh B. Thorne November 2013 3-Year Annuity Trust, the Oakleigh B. Thorne 2013 2-Year Annuity Trust, the Oakleigh B. Thorne September 2012 2-Year Annuity Trust, and each of the trusts has entered into the Service Agreement with
10
Thorndale Farm, LLC, of which Mr. Thorne is the chief executive officer. As such, each of Thorndale Farm, LLC and Mr. Thorne may be deemed to have beneficial ownership of the shares held by each such trust.
Mr. Thorne is a co-trustee of each of the Caroline A. Wamsler Trust created under the Honore T. Wamsler September 11, 1984 Trust, the Irene W. Banning Trust created under the Honore T. Wamsler September 11, 1984 Trust, the Oakleigh L. Thorne Trust Under Agreement dated 12/15/76 and the Pauline W. Joerger Trust created under the Honore T. Wamsler September 11, 1984 Trust, Trust Under Will of O.L. Thorne FBO Charlotte T. Bordeaux, Trust Under Will of O.L. Thorne FBO Oakleigh B. Thorne, Oakleigh L. Thorne Trust Under Agreement FBO Oakleigh B. Thorne, Oakleigh L. Thorne Trust Under Agreement FBO Charlotte T. Bordeaux, Oakleigh B. Thorne Dynasty Trust 2011 and the Charlotte Bordeaux Dynasty Trust 2011, and each of the trusts has entered into the Service Agreement with Thorndale Farm, LLC, of which Mr. Thorne is the chief executive officer. As such, each of Thorndale Farm, LLC and Mr. Thorne may be deemed to have beneficial ownership of the shares held by each such trust.
Mr. Thorne is the trustee of each of the 2005 Restatement of the Oakleigh Thorne Trust dated June 23, 1997, the Thorne OHT 1995 Trust, the Thorne KFT 1997 Trust, the Eliza Alley 2012 Trust, the Jennifer Honore Carr 2005 Trust, the Brett Andrew Carr 2007 Trust, the Aidan N. Birdsall 2010 Trust, the Ava K. Birdsall 2012 Trust, the IWG Thorne 97 Trust, the DGG Thorne 97 Trust, the ECG Thorne 97 Trust, the Emilynn Skye Pinkham 2007 Trust, the Wilhelmina E. Pinkham 2011 Trust, the Waylon Kane Pinkham 2013 Trust, the Lyman Alton Pinkham 2010 Trust, the NCT Thorne 97 Trust, the FT Thorne 97 Trust, the TAT Thorne 97 Trust, the EF Thorne 97 Trust and the Irene W. Banning Trust FBO Karl Banning, and each of the trusts has entered into the Service Agreement with Thorndale Farm, LLC, of which Mr. Thorne is the chief executive officer. As such, Mr. Thorne may be deemed to have beneficial ownership of the shares held by such trusts.
The shares owned directly by each of TACA and TACA II are beneficially owned indirectly by OTAC (Thorne) LLC, the managing member of TACA and TACA II. Mr. Thorne is the manager and sole member of OTAC (Thorne) LLC and as such each of OTAC (Thorne) LLC and Mr. Thorne may be deemed to have beneficial ownership of the shares held by TACA and TACA II.
The shares owned directly by OAP are beneficially owned indirectly by Mr. Thorne. Mr. Thorne is the managing member of OAP and may be deemed to have beneficial ownership of the shares held by OAP.
Each of Irene Banning, Pauline Joerger, the Oakleigh Thorne GST Trust III, the Eliza Thorne Blue Revocable Trust, Henry F. Thorne, the Jonathan Thorne Revocable Trust, the Harrison K. Thorne 2012 Trust, the Jonathan Edwin Thorne 2010 Trust, the Estella Blue 2006 Trust, the Matilda Blue 2007 Trust, the Thorne ALT 1995 Trust and the Thorne MET 1995 Trust, have entered into the Service Agreement with Thorndale Farm, LLC, of which Mr. Thorne is the chief executive officer. As such, each of Thorndale Farm, LLC and Mr. Thorne may be deemed to have beneficial ownership of the shares held by such entities.
To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock.
All percentages calculated in this Schedule 13D are based upon an aggregate of 85,203,552 shares of Common Stock outstanding on August 4, 2014, as reported in the Quarterly Report on Form10-Q for the quarterly period ended June 30, 2014, as filed by the Issuer with the Commission on August 11, 2014.
11
| Item 7. | Material to be filed as Exhibits. |
| Exhibit 1 | Joint Filing Agreement among the Reporting Persons dated as of August 14, 2014. |
12
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: August 14, 2014
| THORNDALE FARM, LLC | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Chief Executive Officer | |
| OAKLEIGH THORNE | ||
| By: | /s/ Oakleigh Thorne | |
| OTAC (THORNE) LLC | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Managing Member | |
TACA (THORNE) LLC By: OTAC (Thorne) LLC Its: Managing Member | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Managing Member | |
TACA II (THORNE) LLC By: OTAC (Thorne) LLC Its: Managing Member | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Managing Member | |
| OAP, LLC | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Managing Member | |
13
EXHIBIT 1
SCHEDULE 13D JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Date: August 14, 2014
| THORNDALE FARM, LLC | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Chief Executive Officer | |
| OAKLEIGH THORNE | ||
| By: | /s/ Oakleigh Thorne | |
| OTAC (THORNE) LLC | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Managing Member | |
TACA (THORNE) LLC By: OTAC (Thorne) LLC Its: Managing Member | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Managing Member | |
TACA II (THORNE) LLC By: OTAC (Thorne) LLC Its: Managing Member | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Managing Member | |
| OAP, LLC | ||
| By: | /s/ Oakleigh Thorne | |
| Name: | Oakleigh Thorne | |
| Title: | Managing Member | |
EXHIBIT INDEX
Exhibit No.
| Exhibit 1 | Joint Filing Agreement among the Reporting Persons dated as of August 14, 2014. |
ANNEX A
Thorndale Farm, LLC
The following table sets forth the names and principal occupations of the sole member and executive officers Thorndale Farm, LLC.
| Name | Principal Occupation | |
| Oakleigh Thorne | Chief Executive Officer | |
| Robert J. Voreyer | Chief Operating Officer and the Chief Investment Officer | |
| Larry McDermott | Chief Accounting Officer |
OTAC (Thorne) LLC
The following table sets forth the names and principal occupations of the sole member and executive officers OTAC (Thorne), LLC.
| Name | Principal Occupation | |
| Oakleigh Thorne | Sole and managing member |
TACA (Thorne) LLC
The following table sets forth the names and principal occupations of the sole member and executive officers TACA (Thorne), LLC.
| Name | Principal Occupation | |
| OTAC (Thorne) LLC | Managing Member |
TACA II (Thorne), LLC
The following table sets forth the names and principal occupations of the sole member and executive officers TACA II (Thorne), LLC.
| Name | Principal Occupation | |
| OTAC (Thorne) LLC | Managing Member |
OAP, LLC
The following table sets forth the names and principal occupations of the sole member and executive officers of OAP, LLC.
| Name | Principal Occupation | |
| Oakleigh Thorne | Managing Member |
